When her wealthy fianc? breaks it off, gold digger Elizabeth Halsey(Cameron Diaz) returns to middle school: she's an awful teacher but wants to save for breast-implant surgery. She brightens when Scott(Justin Timberlake), a new teacher, turns out to be rich, and she stops showing films and sleeping in class when told there's a bonus for the teacher whose class scores highest on the state exam. Her competition for Scott and the bonus is cheery and tightly wound Amy(Lucy Punch). Amy digs for dirt on Elizabeth who cheats her way toward Scott's bed and the money. Honesty with students seems to be her only skill. She ignores Russell(Jason Segel), a droll gym teacher, who looks on. Will she succeed with Scott and get those new breasts?